Provided Information. In connection with any Secondary Market Transaction, Borrower shall, at Lender's expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any such Secondary Market Transactions, including: (a) to (i) to provide such financial and other information with respect to the Property, Borrower, Guarantor, Manager and any tenants of the Property, (ii) provide business plans and budgets relating to the Property and (iii) perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the "Provided Information"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender; (b) at Lender's expense, cause counsel to render opinions customary in securitization transactions with respect to the Property, Borrower, or Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Property, Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's organizational documents, as may be requested by Lender or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change to Borrower in the transaction. Lender shall reimburse Borrower for all of Borrower's reasonable and documented actual out-of-pocket costs and expenses incurred by Borrower in cooperating with a Secondary Market Transaction in accordance with this Section 9.2, within five (5) Business Days following Lender's receipt of reasonably detailed invoices therefor. Borrower's and Guarantor's cooperation obligations set forth herein shall continue until the Loan has been paid in full.
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Samples: Loan Agreement (Ambase Corp), Loan Agreement (Ambase Corp)
Provided Information. In connection with any Secondary Market TransactionAt the request of the Lender, and to the extent not already required to be provided by each Borrower shallunder this Agreement, at Lender's expense, use all reasonable efforts and cooperate fully and the Borrowers shall provide information not in good faith with the possession of the Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required by the Lender in the marketplace order to satisfy market standards or which may be reasonably required by prospective investors in connection with any such Secondary Market TransactionsSale Transaction, including: including each of the following:
(a) to provide additional and/or updated Provided Information which is reasonably requested by the Agent (i) to provide such including, without limitation, updated financial and other information with respect to the PropertyProperties, Borrower, the business operated at the Properties and any Borrower and any Guarantor, Manager and any tenants of the Property, (ii) provide business plans and updated budgets relating to the Property and (iii) perform or permit or cause to be performed or permitted such site inspectionProperties, updated appraisals, surveys, market studies, environmental reviews and reportsreports (Phase I’s and, engineering if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property, as may be reasonably requested from time to time by Lender or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this paragraph (a) being called the "Provided Information"Properties), together, if customary, with appropriate verification of and/or consents to the updated Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender; the Agent;
(b) at provide opinions of counsel, which may be relied upon by the Agent, the Lender's expense, cause counsel to render opinions and their respective successors, assigns and participants, and their respective counsel, agents and representatives, customary in securitization transactions Sale Transactions with respect to the Property, Borrower, or GuarantorProperties and any Borrower and its Affiliates, which counsel and opinions shall be in form and substance reasonably satisfactory to the Agent and the Lender; ;
(c) make such representations and warranties provide, as of the closing date of any Secondary Market Transaction with respect to the PropertySale Transaction, Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the updated representations and warranties made in the Loan Documents; Documents to the extent applicable;
(d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's the Borrowers’ organizational documentsdocuments and such other documents as requested; provided, as may be requested by Lender or otherwise to effect a Secondary Market Transactionhowever, provided that nothing contained in this subsection (eSection 9.1.3(d) shall result in an any material adverse economic change to Borrower in the transactiontransaction contemplated by this Agreement or the other Loan Documents (unless the Borrowers are made whole by the holders of the Note);
(e) at the Agent’s request, make such representatives of any Borrower or any Guarantor requested by the Agent available to meet with any investors or prospective investors in any potential Sale Transaction;
(f) if requested by the Agent, review any information regarding any Property, any Borrower and any Principal or Guarantor which is contained in a preliminary or final private placement memorandum (including any amendment or supplement to either thereof) or other disclosure document to be used by the Agent or any Lender or any Affiliates thereof; and
(g) supply to the Agent such documentation, financial statements and reports as are reasonably requested concerning any Borrower, any Principal and/or any Property in form and substance required in order to comply with any applicable securities laws. Lender Notwithstanding anything to the contrary contained herein, (i) in no event shall reimburse any Borrower for Related Person acquire all or any portion of Borrower's reasonable the Loan and documented actual out-of-pocket the Loan Documents and (ii) the Borrowers shall pay all costs and expenses (including legal expenses) incurred by Borrower the Borrowers or the Agent or the Lender in cooperating with a Secondary Market Transaction in accordance connection with this Section 9.2, within five (5) Business Days following Lender's receipt of reasonably detailed invoices therefor. Borrower's and Guarantor's cooperation obligations set forth herein shall continue until the Loan has been paid in full9.1.
Appears in 1 contract
Provided Information. In connection with any Secondary Market Transaction, Borrower shall, at Lender's expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any such Secondary Market Transactions, including: (a) to (i) to provide Provide, at the sole expense of the holder of the Note, such non-confidential financial and other information information( but not projections) with respect to the Property, the Member, the Borrower and Manager to the extent such information is in Borrower, Guarantor, Manager and any tenants of the Property's or Manager's possession, (ii) provide provide, at the sole expense of the holder of the Note, business plans (but not projections) and budgets relating to the Property Property, to the extent prepared by the Borrower or Manager and (iii) perform or permit or cause to be performed or permitted cooperate with the holder of the Note (and its representatives) in obtaining, at the sole expense of the holder of the Note, such site inspection, appraisals, surveys, market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time by the holder of the Note or reasonably requested by the Rating Agencies (all information provided pursuant to time by this Section 14.1 together with all other information heretofore provided to Lender or in connection with the Loan, as such may be necessary or appropriate updated, at Borrower's request, in connection with a Secondary Market Transaction Securitization, or Exchange Act requirements (the items hereafter provided to Lender in connection with the Loan or a Securitization, being herein collectively called the PROVIDED INFORMATION). The financial statements delivered by each Manager and Guarantor hereunder and pursuant to this paragraph the Guaranty in connection with the Closing of the Loan will be treated as confidential by Lender and each investor in, successor, assignee, and participant of Lender, and such parties for themselves shall agree not to disclose such financial statements to any Person, provided that such financial statements may be disclosed to any of the following in connection with their participation in the transactions contemplated by the Loan Documents or the sale, transfer, participation or assignment of Lender's interest in the Loan or investment in Lender or any successor, assignee or participant: directors, officers, employees, representatives, legal counsel, accountants and prospective investors of any of such Persons, it being understood that such Persons shall be informed of the confidential nature of such financial statements and shall agree in writing to treat such financial statements confidentially. Notwithstanding the foregoing, such Persons shall be permitted to disclose such financial statements (a) being called the "Provided Information"), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender; extent required by law, (b) at Lender's expense, cause counsel to render opinions customary in securitization transactions with respect to the Propertyextent such confidential financial statements becomes publicly available other than as a result of the breach of this acknowledgment, Borrower, or Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Propertyextent such financial statements become available to any of such Persons on a non-confidential basis, Borrower and or (d) to the extent necessary to enforce the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's organizational documents, as may be requested by Lender or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change to Borrower in the transaction. Lender shall reimburse Borrower for all of Borrower's use reasonable and documented actual out-of-pocket costs and expenses incurred by Borrower in cooperating with a Secondary Market Transaction in accordance with this Section 9.2, within five (5) Business Days following Lender's receipt of reasonably detailed invoices therefor. Borrower's and Guarantor's cooperation obligations set forth herein shall continue until the Loan has been paid in full.efforts to cause such financial statements to remain confidential);
Appears in 1 contract
Samples: Loan and Security Agreement (Maguire Properties Inc)
Provided Information. In connection with any Secondary Market Transaction, Borrower shall, at Lender's expense, use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace in connection with any such Secondary Market Transactions, including: (a) to (i) to provide Provide, at its sole expense, such financial and other information (but not projections) with respect to the Property, BorrowerBorrower Parents, Affiliate Tenant, Borrower Subsidiary, Guarantor, Manager and any tenants Borrower as may be required in order to comply with the requirements of the PropertySecurities Act (as defined herein) in the offering of the Securities, to comply with Rating Agency requirements or, if the Securities are listed on the Luxembourg Stock Exchange or other foreign exchange, to comply with the requirements of such exchange and, to the extent such information is reasonably available to Borrower or Guarantor and such information is not confidential, in connection with the marketing of the Securities, (ii) provide provide, at its sole expense, business plans (but not projections) and budgets relating to the Property and Property, to the extent prepared by the Borrower or Guarantor, (iii) perform cooperate with the holder of the Note (and its representatives) in obtaining or permit or cause to be performed or permitted such performing, at its sole expense, site inspection, appraisals, surveys, market studies, environmental reviews (including, if appropriate Phase II reports) and reports, engineering reports and other due diligence investigations of the Property, as may be reasonably requested from time by the holder of the Note or reasonably requested by the Rating Agencies and (iv) provide, at its sole expense CMSA loan and property setup files in a form reasonably acceptable to time by Lender and Borrower and reasonably cooperate with any servicer or master servicer to provide and deliver all reasonably requested historical, underwriting and other reasonable financial information necessary for such servicer to prepare a CMSA investor reporting package to the extent such information is reasonably available to Borrower or Guarantor (all information provided pursuant to this Section 14.1 together with all other information heretofore provided to Lender in connection with the Loan, as such may be necessary or appropriate updated, at Borrower's request, in connection with a Secondary Market Transaction Securitization, or Exchange Act requirements (the items hereafter provided to Lender pursuant to this paragraph (a) in connection with the Loan or a Securitization, being herein collectively called the "Provided Information"PROVIDED INFORMATION), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender; (b) at Lender's expense, cause counsel to render opinions customary in securitization transactions with respect to the Property, Borrower, or Guarantor, which counsel and opinions shall be reasonably satisfactory to Lender; (c) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Property, Borrower and the Loan Documents as are customarily provided in such transactions and as may be reasonably requested by Lender and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents; (d) provide current certificates of good standing and qualification with respect to Borrower and Sole Member from appropriate Governmental Authorities; and (e) execute such amendments to the Loan Documents and Borrower's organizational documents, as may be requested by Lender or otherwise to effect a Secondary Market Transaction, provided that nothing contained in this subsection (e) shall result in an adverse economic change to Borrower in the transaction. Lender shall reimburse Borrower for all of Borrower's reasonable and documented actual out-of-pocket costs and expenses incurred by Borrower in cooperating with a Secondary Market Transaction in accordance with this Section 9.2, within five (5) Business Days following Lender's receipt of reasonably detailed invoices therefor. Borrower's and Guarantor's cooperation obligations set forth herein shall continue until the Loan has been paid in full.;
Appears in 1 contract
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
